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HomeMy WebLinkAboutResolution - 3318 STATE OF CALIFORNIA ) RESOLUTION NO.3318 COUNTY OF RIVERSIDE )ss CITY OF SAN JACINTO ) A RESOLUTION OF THE SAN JACINTO REDEVELOPMENT AGENCY APPROVING A REVISED DOWNTOWN FAI;ADE IMPROVEMENT PROGRAM FOR THE SAN JACINTO REDEVELOPMENT PROJECT AREA WHEREAS, the San Jacinto Redevelopment Agency ("Agency") is a redevelopment agency duly created, established and authorized to transact business and exercise its powers pursuant to the provisions of the California Community Redevelopment Law(Health &Safety Code Sections 33000 et seq.)("CRL"); and WHEREAS, on June 28, 1983, the City of San Jacinto ("City") and the Agency adopted by Ordinance No. 754 a redevelopment plan for the San Jacinto Redevelopment Project Area ("Project Area"); and WHEREAS, the redevelopment plan for the Project Area ("Redevelopment Plan") was adopted in order to eliminate blight and revitalize the substandard physical and economic conditions that exist within the Project Area; and WHEREAS, the Agency previously adopted a fagade improvement program for the City's downtown area, which program provided assistance to property owner's for up to seventy five percent(75%)of the cost of the owner's fagade improvements; and WHEREAS, the Agency's previously adopted program received limited interest and the Agency desires to adopt and implement a revised Downtown Fagade Improvement Program ("Program") as part of an overall redevelopment strategy to improve the quality of life and stimulate economic growth in the downtown area of the City; and WHEREAS, pursuant to the Program, the Agency proposes to fully fund and implement fagade improvements in the City's downtown area, as further described in the Downtown Fagade Improvement Program Guidelines("Guidelines"); and WHEREAS, in consideration of any fagade improvements to be completed by the Agency, owners of properties to be improved pursuant to the Program shall be required to execute and record against their properties a Front and Rear Fagade Improvement, Alley Improvement, Grant of Easement and Covenant Agreement ("Fagade Improvement Easement and Covenant Agreement") in favor of the Agency that will, among other things, require the owners to maintain the completed fagade improvements in good condition and repair; and WHEREAS, the objective of the Program is to improve the physical environment, stimulate private investment, reduce urban blight and complement other community revitalization efforts; and ONTARIOUtTILFORD'309753.2 t WHEREAS, implementation of the Program will allow the Agency to carry out the Program objectives and is consistent with the goals of the Redevelopment Plan, the Five-Year Implementation Plan, and the City's Downtown Design Guidelines and 4 Fagade Rehabifitation Concepts, which is contained within Article 10A of the Zoning Ordinance of the City of San Jacinto. NOW, THEREFORE, BE IT RESOLVED, determined and ordered by the Governing Board of the San Jacinto Redevelopment Agency ("Agency Board") of the City of San Jacinto as follows: Section 1. Recitals. The above recitals are true and correct and are incorporated into this Resolution as though fully set forth herein. Section 2. Approval of Revised Downtown Facade Improvement Program. The Agency Board hereby approves and adopts the Program, consistent with the Guidelines attached hereto as Exhibit A and consistent with the standard Fagade Improvement Easement and Covenant Agreement attached hereto as Exhibit B for the purpose of improving the physical environment, stimulating private investment, reducing urban blight and complementing other community revitalization efforts. Section 3. Repeal of Prior Facade Improvement Program. The Agency Board hereby repeals the Agency's previously adopted downtown Fagade improvement program and finds that the Program replaces and supersedes, in its entirety, said previously adopted fagade improvement program. r Section 4. Approval of Program Guidelines, Documents. The Agency Board hereby approves the Guidelines and Facade Improvement Agreement for implementation of the Program. Section 5. Authorization. The Agency Board hereby authorizes the following: (1) that Agency staff coordinate the daily operation of the Program; (2) that the Executive Director, or his or her designee, have the authority to execute documents necessary for the implementation of the Program, other than documents requiring Agency Board approval; subject to review and approval of Agency Counsel; and (3)that the Executive Director, or his or her designee, have the ability to amend the Guidelines and the Fagade Improvement Agreement or other related documents or to develop any additional documents necessary to carry out the goals and intent of the Program so long as said documents and amendments comply with federal and state law and are reviewed by Agency General Counsel. Section 6. Allocation of Funding. The Agency Board hereby directs the Finance Director to allocate One Million Dollars ($1,000,000) of non-housing redevelopment funds for Program costs such as construction, architectural design and consulting services. Section 7. CEQA Compliance. The Agency has determined that it can be seen with certainty that there is no possibility that the Program will have a significant adverse effect on the environment. Thus, the adoption of this Resolution is exempt ONTARIOTMUORD309753.2 2 from the requirements of the California Environmental Quality Act("CEQA") pursuant to Section 15061(b)(3) of the CEQA Guidelines. In addition, facade rehabilitations conducted pursuant to the Program are categorically exempt from CEQA review pursuant to State CEQA Guidelines Sections 15301 and 15302 because: (i) the Program involves the rehabilitation of existing structures, (ii) the Program involves a negligible or no expansion of existing use, (iii) any new structures completed under the Program will be located on the same site as the structure replaced and will have substantially the same purpose as the structure replaced. Section 8. Notice of Exemption. The Agency Board directs Agency staff to file a Notice of Exemption pursuant to State CEQA Guidelines. with the Riverside County Clerk's Office within five(5)days of the adoption of this Resolution. Section 9. Certification. The Agency Secretary shall certify the adoption of this Resolution. Section 10. Effective Date. This Resolution shall become effective upon its adoption. PASSED,APPROVED AND ADOPTED this 20t'day of May 2010. Dale Stubblefield, Cha man San Jacinto Redevelopment Agency ATTEST: r ,. M Richard Miller, Agency Secretary APPROVED AS TO LEGAL FORM: BEST BEST&KRIEGER LLP n-y/lT�o-:lam J ff�. Balling r,Agency General Counsel ONTARIURTILFOR➢A30975.32 3 CERTIFICATION I, Richard Miller, Secretary of the San Jacinto Redevelopment Agency of the City of San Jacinto, do hereby certify that the foregoing Resolution No. 3318 was introduced and adopted by the San Jacinto Redevelopment Agency of the City of San Jacinto at a regular meeting thereof, held on the 201h day of May, 2010, by the following vote: AYES: Ayres, Mansperger, Potts,Stubblefield NAYS: None ABSTAINED: None ABSENT: Di Memmo IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the San Jacinto Redevelopment Agency of the City of San Jacinto this the 201h day of May, 2010. . Richard Miller,Agency Secretary San Jacinto Redevelopment Agency (SEAL) ONTARIOIRTILFORD`3097532 4 Exhibit"A" Fagade Improvement Program Guidelines [ATTACHED BEHIND THIS PAGE] ON I ARIOIK I JLFORD\3097512 Exhibit"A" jACI NTO CITY OF SAN JACINTO REDEVELOPMENT AGENCY DOWNTOWN FACADE IMPROVEMENT PROGRAM GUIDELINES MAY 2010 SAN JACINTO REDEVELOPMENT AGENCY DOWNTOWN FACADE IMPROVEMENT PROGRAM GUIDELINES 1. INTRODUCTION The Redevelopment Agency of the City of San Jacinto (the "Agency") has established the Downtown Facade Improvement Program(the"Program") to enhance the visual appearance of non-residential properties within the Downtown commercial district of the San Jacinto Redevelopment Project Area (the"Project Area"). Through the Program, the Agency will use Agency funds to rehabilitate existing building facades of non-residential buildings,on a block by block basis,within the Downtown commercial district of the Project Area. A major objective of the Program is to improve the appearance of the physical environment, stimulate private investment, reduce urban blight and complement other community revitalization efforts. The Agency has created the Program as part of an overall redevelopment strategy to improve the quality of life and stimulate economic growth within the City of San Jacinto. The Program is consistent with the goals of the San Jacinto Redevelopment Plan, the Five-Year Implementation Plan, and the City's Downtown Design Guidelines and Facade Rehabilitation Concepts attached hereto as Attachment A. II. ELIGIBLE PARTICIPANTSlAREA Property owners of non-residential properties located in those portions of the San Jacinto Redevelopment Project Area depicted in the Project Eligibility Map attached hereto as Attachment B are eligible under the Program. The Program will focus primarily on the areas within downtown San Jacinto,along Main Street(between Estudillo Avenue and Jordan Avenue) and San Jacinto Avenue(between Third Street and Seventh Street). III. ELIGIBLE IMPROVEMENTS The Program will address the most visible side(s)of a building or improve the entire building facade(if applicable).In addition,the improvements will be well designed,and constructed with high quality materials by skilled professionals. "Facade"is defined as follows: The entire exterior front surface of a building up to a depth of 18 inches,which abuts the street from grade to cave or fascia line. A fagade does not include improvements above the fagade level,such as roof repairs or roof replacement. A fagade may include other faces of a building,up to a depth of 18 inches,if the building abuts two streets, an arcade, a walkway or an alley, an empty lot, a parking area, or open space, if the Agency Executive Director or his designee determines that such faces are visible from the public right of way. The Agency will finance, as appropriate, the following eligible improvements under the Program: signs,doors, windows, awnings, graphics, exterior lighting improvements, repair and replacement of facade surface materials, landscaping, decorative fencing, mailboxes, capital improvements such as surface parking lot installation and improvements, sidewalks, curbs, gutters in connection with facade work, certain types of passive energy conservation improvements or any other improvements that the Agency determines are important to incorporate as an integral part of the total facade improvement design. The Agency does not intend to affect the structural integrity of the building and will not finance the following improvements under the Program: roofs, non-permanent fixtures, security systems,personal property,interior window coverings,equipment, any improvements not visible from the public right-of-way, and any improvements deemed to be inconsistent with redevelopment purposes and objectives. V. NATURE OF PROGRAM The Agency will fully and completely administer and manage the design and construction of all fagade improvement projects. All this will be done at absolutely no cost to the property owner. The Agency will assume full responsibility for architectural design, entitlements/permits, construction, construction management and payment to contractors to complete fagade improvement projects. The property owner is responsible for providing the Agency with adequate documentation as to ownership, as required by Agency staff for project approval. Furthermore, the Property Owner is responsible for maintaining the improvements in good condition during the term of the "Front and Rear Facade Improvement, Alley Improvement, Grant of Easement and Covenant Agreement" (referred to herein as the"Facade Improvement, Easement and Covenant Agreement'). IV. PROCEDURE FOR PARTICIPATION Step 1. Initial Meeting. Agency staff makes initial contact with the Property Owner. Staff and the Property Owner shall discuss the proposed project. Agency staff will review documents with the Property Owner and provide all appropriate agreements. Step 2 Agreement(s). The Property Owner executes the Facade Improvement, Easement and Covenant Agreement and Subordination Agreement (if applicable) and sends the Agreement(s) to the San Jacinto Redevelopment Agency. Step 3 Review of Agreement(s). Agency staff reviews the Agreement(s). Step 4. Execution of Agreement. If the Agency deems the Agreement(s)complete,the Agency shall execute and record the Facade Improvement,Easement and Covenant Agreement. Step 5. Design/Architecture. Upon receipt of the parties' execution of the Facade Improvement, Easement and Covenant Agreement,and Subordination Agreement(if applicable) for the entire block, the Agency will authorize the architect to design the fagade improvement project. Agency and City will meet with the architect to discuss design and architecture of the project. The Agency will provide all design assistance/architecture services. . Once the architect completes design/architecture of the project, the architect will submit plans and recommendations to the Agency and City. After the Agency approves the submitted plans, the Agency will submit the plans to the City for plan check, approval, and issuance of building permits. Step 6. Bids. Upon the City's approval of the submitted plans,the Agency will authorize a pre- qualified licensed contractor(s)to perform the facade improvement work. Step 7. Construction. The Agency issues a Notice to Proceed. Agency will be responsible for scheduling and monitoring the facade improvements, as well as making payments to contractors, subcontractors, material suppliers and other vendors until paid in full. Agency will also be responsible for ensuring that all work performed is done properly and satisfactorily. Upon incremental completion of the facade improvements, the Agency will schedule all inspections. The Agency and the contractor shall make every effort to minimize any inconvenience to the business owner and shoppers during the construction period. Step 8. Final Acceptance of Fork. The City and Agency accept the work as complete, and notify the property owner that the work has been completed, and the maintenance period will commence at the conclusion of the warranty period. Step 9. Property Owner Maintenance. The property owner is responsible for all maintenance of the completed facade improvement work following the warranty period until the expiration of the Fagade Improvement,Easement and Covenant Agreement, The Agency has the right to enter the property, upon notification to the property owner, to make any repairs as necessary during the term of the Agreement- REQUIRED QUIRED FORMS Form 1: FACADE IMPROVEMENT,EASEMENT AND COVENANT AGREEMENT Form 2. SUBORDINATION AGREEMENT(IF APPLICABLE) Attachment"A" Downtown Design Guidelines and FaVade Improvement Concepts (TO BE ADDED LATER AFTER ARCHITECT RETAINED) Attachment°B" Project Eligibility Map SAN JACINTO REDEVELOPMENT AGENCY SAN DOWNTOWN FACADE IMPROVEMENT PROGRAM JACINTO PROJECT ELIGIBILITY MAP Shaded parcels only are eligible for funding Uj W 2ND ST u E 2ND ST LL K W - x N SA �n *04al- 1%, W 3RD ST E 3RD ST Q LL W MAIN ST w E MAIN ST x w a a W � O Q O (�j W a diSTH o w F- ......._._._....._.E 5TH ST 4 h W = G N Q � K Q O y rn W WITH ST E STH-ST FF W 7TH ST E 7TH ST Na a,5 175 Y0 U5 TD OFacade Improvement Parcels EE Parcels ~a u � FORM 1 FAI�ADE IMPROVEMENT,EASEMENT AND COVENANT AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: San Jacinto Redevelopment Agency 595 S.San Jacinto Ave. San Jacinto,CA 92593 ATTN: Executive D mctor SPACE ABOVE THIS LINE FOR RECORDER'S USE EXEMPT FROM RECORDING FEES PURSUANT TO GOV.CODE$27333 FRONT AND REAR FACADE IMPROVEMENT,ALLEY IMPROVEMENT,GRANT OF EASEMENT AND COVENANT AGREEMENT by and between the SAN JACINTO REDEVELOPMENT AGENCY, a public body,corporate and politic, and [***INSERT PARTY NAME,TYPE OF BUSINESS ENTITY,e.g.John Smith,Inc.***] a[***INSERT TYPE OF BUSINESS ENTITY,e.g.a California corporation***] [Dated [***INSERT MONTH***] ,2010 for reference purposes only] FRONT AND REAR FACADE IMPROVEMENT,ALLEY IMPROVEMENT GRANT OF EASEMENT AND COVENANT AGREEMENT THIS FAGADF.AND ALLEY IMPROVEMENT,GRANT OF EASEMENT AND COVENANT AGREEMENT(this"Agreement")is dated as of[***INSERT DATE*"*],2010,for reference purposes only, and is entered into by and between the SAN JACWTO REDEVELOPMENT AGENCY,a public body,corporate and politic("Agency"),and[***INSERT PARTY NAME,e.g.,John Smith Corp.***],a [***INSERT TYPE OF BUSINESS ENTITY, e.g. a California corporation***] ("Owner"). The Agency and the Owner are sometimes individually referred to herein as "Party" and collectively as "Parties." The Agency and the Owner enter into this Agreement with reference to the following recited facts(each a"Recital"): RECITALS A. The Owner is the owner in fee title to that certain real property located in the City of San Jacinto, County of Riverside, State of California, more particularly described in Exhibit A attached hereto and incorporated herein by this;reference("Property");and B. The Agency is a redevelopment agency duly created, established and authorized to transact business and exercise its powers pursuant to the provisions of the California Community Redevelopment Law(Health&Safety Code Sections 33000 et seq.)("CRL");and C. On June 28, 1983, the City of San Jacinto ("City") and the Agency adopted by Ordinance No. 754 a redevelopment plan for the San Jacinto Redevelopment Project Area ("Project Area"),as subsequently amended;and D. The redevelopment plan for the Project Area ("Redevelopment Plan") was adopted in order to eliminate blight and revitalize the substandard physical and economic conditions that exist within the Project Area;and E. The Agency's Governing Board has approved a Facade Improvement Program ("Program")as part of an overall strategy to improve the quality of life and stimulate economic growth in the downtown area of the City;and F. Under the Program,the Agency desires to construct,rehabilitate and/or repair the far;ades of commercial buildings, as well as adjacent alleys, for the purpose of improving the physical environment, stimulating private investment,reducing urban blight and complementing other community revitalization efforts;and G. The Owner has indicated his/her desire to participate in the Program and the Agency has determined that the Owner meets the eligibility criteria for the Program;and H. Since the Owner meets the eligibility criteria for the Program, the Agency desires to construct those exterior fagade improvements, at no cost to the property owner, to be located on the Property("Facade Improvements"), which are more generally described in Exhibit B attached hereto and incorporated herein by this reference;and I. The Agency and Owner desire to enter into this Agreement to effectuate the goals of both the Program and the Redevelopment Plan on the terms and conditions set forth in this Agreement. ONTARIO`.RTI L FO RM3 U 93 53 TERMS NOW, THEREFORE, in consideration of the above Recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the Parties agree as follows: 1. Recitals True and Correct. The Recitals set forth above are true and correct and are incorporated into this Agreement by this reference,as though fully set forth in this Agreement. 2. Effective Date. This Agreement shall not become binding on either Party, unless and until the first date on which all of the following occur,if at all(the"Effective Date"): (a) Signature and Delivery of Agreement by Owner. Three (3) originals of this Agreement are signed by the Owner or authorized representative(s) of the Owner and delivered to the Agency;and (b) Signature and Delivery of Agreement by Agency. Three (3) originals of this Agreement are signed by the authorized representative(s)of the Agency and delivered to the Owner. 3. Term of Agreement and Easements. Except as otherwise provided in this Agreement,the term of this Agreement and the Easements granted pursuant to Section 5 below,shall continence on the Effective Date and shall automatically terminate upon the expiration date of the Redevelopment Plan on June 28, 2025,unless earlier terminated as provided herein. 4. Grantor's Representation. The Owner represents and warrants that it is the owner of fee title to the Property and has the legal right and power to grant the easement interest and other rights to the Agency provided for in this Agreement and to perform the obligations undertaken by the Owner in this Agreement. S. Grant of Easement. Subject to the terms and upon the conditions set forth in this Agreement,the Owner hereby grants to the Agency the following irrevocable easements (collectively, hereafter the "Easements"): 5.1 Right of Ingress/Egress. Nonexclusive pedestrian and vehicular rights of ingress to, egress from, and access across the Property for the purpose of allowing the Agency and its employees, contractors,subcontractors and agents to inspect, construct,repair and maintain,if necessary,the Facade Improvements and the Property in accordance with this Agreement. 5.2 Maintenance and Construction Easement. A maintenance and construction easement over the Property pursuant to which the Agency and its employees,contractors, subcontractors and agents may access the Facade Improvements for the purpose of inspection thereof, and for the purpose of repairing and/or maintaining the Properly in accordance with this Agreement, with the right of reimbursement from the Owner in the event the Owner fails to maintain the Facade Improvements in accordance with the terms and conditions of this Agreement. 6. No Barriers. No wall,fence or barrier of any kind which impairs or impedes access to,or use of any of the Easements shall be constructed or maintained on or adjacent to the Property without the Agency's prior consent, nor shall the Parties do anything which shall materially prevent, impair or discourage the use or exercise of any of the Easements or the free access and movement thereon. 7. Facade Improvements. 7.1 Agency Construction or Rehabilitation of Fagade Improvements.The Agency shall, at no cost to the Owner,design and construct the Fagade Improvements,in the Agency's sole discretion, as generally described in Exhibit B and as shall be more specifically described and detailed in the plans for the Fagade Improvement to be prepared by or on behalf of the Agency. The facade improvements shall generally not exceed 18 inches in depth from the outside of the building facade. 7.2 Owner Approval of Fagade Improvements. The Owner acknowledges and agrees that the Agency shall have the right to construct the Facade Improvements in accordance with the plans to be designed by or on behalf of the Agency,and approved by the Agency and the City. 73 Owner Might to Terminate if the Agency Fails to Commence Fagade Improvements. If the Agency fails to commence its design of the Facade Improvements within two (2) years of the Effective Date of this Agreement, and to commence construction of the Fagade Improvements within a reasonable time thereafter,the Owner shall have the right to terminate this Agreement upon providing written notice to the Agency of the effective date thereof. Other than termination of the Easements and of this Agreement, the Owner shall have no other right or remedy against the Agency for its failure to commence design and construction of the Fagade Improvements. 8. Maintenance Covenant. 8.1 The Owner, for itself, its successors and assigns, hereby covenants to the Agency that upon completion of the Fagade Improvements by the Agency, the Owner shall, at its sole cost and expense, maintain the Fagade Improvements and areas of the Property that are subject to public view (including all existing improvements, paving, walkways, landscaping, exterior signage and ornamentation)in good repair and a neat,clean and orderly condition, ordinary wear and tear excepted. In the event that at any time during the term of this Agreement, the Owner fails to maintain the Facade Improvements or there is an occurrence of an adverse condition on any area of the Property that is subject to public view in contravention of the general maintenance standards described above ("Maintenance Deficiency")then the Agency shall notify the Owner in writing of the Maintenance Deficiency and give the Owner thirty(30)days from the date of such notice to cure the Maintenance Deficiency as identified in the notice, If the Owner fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within thirty(30)days of its receipt of the notice of the Maintenance Deficiency,the Agency shall have the right,but not the obligation,to enter the Property and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that may then be available to the Agency to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the Agency for the abatement of the Maintenance Deficiency on the Property as authorized by this Section 8.1 shall become a lien on the Property. If the amount of the lien is not paid within thirty (30) days following written demand for payment from the Agency to the Owner,the Agency shall have the right to enforce the lien in the manner provided in Section SA. 8.2 Graffiti, as this term is defined in California Government Code Section 38772,that has been applied to any exterior surface of a structure or improvement on the Property that is visible from any public right-of-way adjacent or contiguous to the Property, shall be removed by the Owner by either painting over the evidence of such vandalism with a paint that has been color-matched to the surface on which the paint is applied,or graffiti may be removed with solvents,detergents or water, as appropriate. If any such graffiti is not removed within three(3)business days following the time of the discovery of the graffiti,the Agency shall have the right to enter the Property and remove the graffiti,without notice. 8.3 The Owner,for itself,its successors and assigns,hereby covenants and agrees to comply with the requirements,prohibitions and guidelines of Article 10A("Downtown Design Guidelines and Fagade Rehabilitation Concepts") and Article 16 ("Sign Regulations") of dte San Jacinto Zoning Code,as amended from time to time. Nothing within this Section 8.3 shall be deemed to limit the City's ability to enforce the Downtown Design Guidelines and Facade Rehabilitation Concepts or Sign Regulations nor shall this section he interpreted to preclude the Owner's compliance with the same. 8.4 The parties hereto further mutually understand and agree that the rights conferred upon the Agency under this Section 8 expressly includes the Agency's power to establish and enforce a lien or other encumbrance against the Properly in the manner provided under Civil Code Sections 2924, 2924b and 2924c in the amount as reasonably necessary to restore the Fagade Improvements and the Property to the maintenance standard required under this Section 8,including attorneys'fees and costs of the Agency associated with the abatement of the Maintenance Deficiency or removal of graffiti and the collection of the costs of the Agency in connection with such action. For the purposes of the preceding sentence the words"reasonable attorneys' fees and costs of the Agency"mean and refer to the salaries,benefits and costs of the Agency General Counsel and the lawyers employed in the office of the Agency General Counsel. Nothing in this Section 8 shall be deemed to preclude the Owner from making any alteration, addition,or other change to any structure or improvement or landscaping on the Property,provided that such changes are in compliance with the City's zoning and development regulations and other applicable laws. 9. Agency Not Obligated to Maintain the Facade Improvements or the Property. Following completion of construction of the Fagade Improvements by the Agency,the Agency and its successors and assigns shall have no obligation to maintain or repair any portion of the Properly,including,without limitation,the Fagade Improvements,by virtue of this Agreement. The Owner shall be solely responsible for any and all liabilities arising out of its failure to maintain the Properly and the Fagade Improvements. 10, Restoration of the Property. Following any entry upon the Property by the Agency under the terms of this Agreement, the Agency shall restore any portion of the Property adversely physically affected by such entry to a condition as reasonably close as possible to the condition as it existed immediately prior to such entry, All such restoration work shall be completed by the Agency, its successors or assigns,in a good and workmanlike manner,with reasonable diligence. 11. Owner Covenant to Refrain from Discrimination. The Owner covenants and agrees for itself,its successors, its assigns and every successor-in-interest to the Property or any portion thereof, that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status,race,color,religion,creed,national origin or ancestry in the sale,lease, sublease,transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Owner, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection,location,number,use or occupancy of tenants, lessees, sub-tenants, sub- lessees or vendees of the Property. The Owner acknowledges and agrees for itself, its successors, its assigns and every successor-in-interest to the Property or any portion thereof that Community Redevelopment Law (Cal. Health and Safety Code §§ 33000 et. seq.) establishes certain policies, covenants, provisions and obligations related to the redevelopment of property and the inclusion of certain non-discrimination and non-segregation covenants, provisions and obligations within deeds, leases, and contracts ("Non-discrimination Covenants"). To the extent that these Non-discrimination Covenants, as may be amended from time to time, are applicable to this Property as a result of this Agreement,the Owner covenants and agrees for itself, its successors,its assigns and every successor-in- interest to the Property or any portion thereof that these Non-discrimination Covenants shall be complied with to the full extent of the law. the covenant of this Section 11 shall nm with the land of the Property in perpetuity. 12. Covenant Runnine With the Land: Binding on Successors. The Easements created hereby and each term, condition and covenant contained in this Agreement constitutes a covenant running with the land and shall inure to the benefit of and be binding upon the Agency, the Owner and their respective successors and assigns, including, without limitation, all subsequent owners of the Property burdened hereby or any portion thereof or interest therein. Any person accepting a deed or other instrument conveying granting or assigning the Property,or any interest therein,or any part thereof affected by this Agreement, shall take title subject to this Agreement, and during the period of ownership, such person shall be deemed to have assumed all of the applicable obligations imposed hereby with regard to such property regardless of whether this Agreement is mentioned in such deed or other instrument. It is the intent of the Parties that the Easements granted hereby and all covenants,conditions and agreements set forth herein shall be"covenants running with the land"binding upon the Property. Whenever a reference in this Agreement is made to the Agency or the Owner such reference shall be deemed to also mean a reference to the successors in interest of each of the aforementioned party(or parties)as applicable,as if in every-case so expressed. 13. Not a Public Dedication. It is the intention of both the Owner and the Agency that this Agreement shall be strictly limited to the purposes expressed in this Agreement and that nothing in this Agreement shall be deemed to be a gift or dedication of any portion of the Property to the general public or for the general welfare for any specific purpose. 14. Indemnification. 14.1 The Agency agrees to indemnify, defend, and hold harmless the Owner, its officers, directors, employees and agents (individually, an "Owner Indemnitee" and collectively,the"Owner Indemnitees") from and against any and all third party suits,demands, claims, causes of action, losses, liabilities, penalties, charges, costs and expenses, including reasonable investigation costs, attorneys' fees and disbursements, and fees of consultants and expert witnesses(collectively, a"Third Party Claim")that may be imposed on, incurred by or asserted against the Owner Indemnitees by reason of, on account of or in connection with any negligence, willful misconduct or failure to act (when obligated to do so) by the Agency, its agents, contractors or employees relating to this Agreement or the use of the Property by the Agency,its employees or agents pursuant to this Agreement. 14.2 The Owner agrees to indemnify, defend, and hold harmless the Agency, its elected officials, officers, directors, employees, attorneys and agents (individually, an "Agency Indemnitee" and collectively, the "Agency Indemnitees") from and against any and all Third Party Claims that may be imposed on,incurred by or asserted against the Agency Indemnitees by reason of, on account of or in connection with any negligence, willful misconduct or failure to act(when obligated to do so)by the Owner,its agents, contractors or employees relating to this Agreement or any condition of the Property, including the Fapadc Improvements, except any condition existing on the Property due to use of said Property by the Agency, its employees or agents pursuant to its rights herein. 14.3 The indemnity and defense obligations of the Agency and the Owner under this Agreement shall not be affected by the absence or unavailability of insurance covering the same or by failure or refusal by any insurance carrier to perform any obligation on its part under any such policy of insurance. If an Owner Tndemnitee or an Agency Indemnitee (each an "Indemnitee") is entitled to defense or indemnification under this Agreement (each, an "Indemnification Claim"),the Agency or the Owner, as applicable(the "Indemnitor"), shall not be obligated to defend,indemnify or hold harmless Indemnitee, unless and until Indemnitee provides written notice to Indemnitor, promptly after such Indemnitee has actual knowledge of the facts or circumstances of the Third Party Claim on which such Indemnification Claim is based,describing in reasonable detail such facts and circumstances of the Third Party Claim with respect to such Indemnification Claim and a request for such indemnity and/or defense (the "Indemnification Claim Notice"). Indemnitee shall not be entitled to indemnification or defense to the extent Indemnitee's failure to notify or delay notifying Indemnitor materially prejudices lndernnitor's ability to defend against any Third Party Claim on which such Indemnification Claim is based, or materially increases the amount of damages, losses, costs or fees incurred with respect to such Third Party Claim. is. Subordination. If the Property is subject to a lease or encumbered by a lien as security for a debt, other than governmental taxes or assessments,or subject to any other interest,prior to or concurrent with entering into this Agreement,the Owner shall cause each holder of an interest in the Property to execute a "Subordination Agreement"in the form provided by the Agency. 16. Events of Default: Remedies. Nntwithstanding Section 8 above, an event of default under this Agreement shall occur if either Party fails to comply with any of the covenants or obligations hereunder and does not clue such failure within thirty(30)days after receipt of written notice thereof(or fails to commence to cure such default within such thirty-day period and thereafter fails to proceed with due diligence to cure such default.) Upon the occurrence of an event of default hereunder, the Parties may pursue all remedies at law or in equity, expressly including the remedy or specific performance of this Agreement. 17. Breach Shall Not Permit Termination. Except as specifically set forth in Section 7.1 of this Agreement, no breach of any provision of this Agreement shall entitle the Owner, its successors or assigns, to cancel, rescind, or otherwise terminate any easement, restriction, covenant, or access right granted or provided in this Agreement. This Section 17 shall not affect any rights or remedies, except termination,that any person may have by reason of any breach of any provision of this Agreement. 18. Agency Contract Administration. The Executive Director shall administer this Agreement on behalf of the Agency. The Executive Director may designate any member or members of the Agency staff to carry out such responsibilities. Except as otherwise expressly provided in this Agreement, the Executive Director has the authority to approve or consent to those matters in this Agreement requiring the Agency's approval or consent and to make all other decisions on behalf of the Agency,subject to the Executive Director's retained and reserved sole and absolute discretion to seek Agency Board approval of any such matter. 19. Governing Law.Jurisdiction,Venue, This Agreement shall be deemed to have been made in the State of California,and the validity of this Agreement, its construction,interpretation, and enforcement, and the Parties'rights hereunder and concerning the Property, shall be decided under,governed by, and construed in accordance with the laws of the State of California. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in the County of Riverside, State of California, or (he ❑niled Slates District Court with jurisdiction in the County of Riverside, State of California. The Owner waives any right(he Owner may have to assert the doctrine of forum non couveniens or to object to such venue. 20. Rights and Remedies.are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Panics under this Agreement are cumulative and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times,of any other rights or remedies for the same default or any other default by another Parry. 21. No Effect on Agency's Authority. Nothing in this Agreement shall limit or restrict the authority of the Agency Board to take any other actions with respect to the Project or Property or the Owner without notice to or consent from the Owner, except as may otherwise be expressly provided by applicable Law. The approval of this Agreement by the Agency shall not be binding on the Agency Board, or any other commission, committee, board or body of the Agency regarding any Approvals regarding the Property or Project required by such bodies. No action by the Agency with reference to this Agreement or any related documents shall be deemed to constitute issuance or waiver of any required Agency Approval regarding the Property or Project. 22. Non-liability of Agency Officials and Employees. No elected official, officer, contractor, consultant, attorney, employee or agent of the Agency shall be personally liable to the Owner, any voluntary or involuntary successor or assign of the Owner, or any lender or other person holding an interest in Owner, in the event of any default or breach of this Agreement by the Agency, or for any amount that may be or become due to the Owner or its successors or assigns under this Agreement,or on any obligations arising under this Agreement. No shareholder, member, partner, principal, officer, attorney, employee or agent of the Owner shall be personally liable to the Agency, any voluntary or involuntary successor or assign of the Agency,in the event of any default or breach of this Agreement by the Owner,or for any amount that may be or become due to the Agency or its successors or assigns under this Agreement,or on any obligations arising under this Agreement. 23. Notices.Demands and Communications Between the Parties. 23.1 Formal notices, demands and communications between the Agency and the Owner shall be deemed sufficiently given if: (i)dispatched by registered or certified mail via the United States Postal Service, postage prepaid, return receipt requested, as designated in this section; or (ii) by messenger service for immediate personal delivery;or(iii)by electronic transmittal,including fax transmissions with telephonic verification receipt. Such written notices, demands and communications may be sent in the same manner to such other addresses as either Party may from time to time designate by written notice to the other Party. 23.2 All notices,demands and communications shall be sent,as follows: TO AGENCY! TO OWNER: San Jacinto Redevelopment Agency [***INSERT NAME OF OWNER***] 595 S.San Jacinto Ave. [***INSERT ADDRESS***] San Jacinto,CA 92583 [***INSERT CITY, STATE, POSTAL Attention: Executive Director CODE***] Attention: [***INSERT NAME***] Copy to: Copy to: Best Best&Krieger LLP [***INSERT NAME OF LAW FIRM 3500 Porsche Way OR OTHER APPLICABLE PAKI'Y***) Suite 200 [***INSERT ADDRESS***] Ontario,CA 91764 [***INSERT CITY, STATE, POSTAL Attention: Agency General Counsel CODE***] Attention: [***INSERT NAME***] 23.3 Notices that are dispatched by registered or certified mail through the United States Postal Service shall be deemed to be received, regardless of whether or when any return receipt is received by the sender or the date set forth(in such return receipt,five(5)calendar days after deposit with the United States Postal Service. Notices that are dispatched by messenger for immediate personal delivery services shall be deemed received upon the day dispatched. Notices dispatched by express delivery services shall be deemed received upon execution or the delivery receipt by the Party receiving such notices. Notices dispatched through electronic transmittals shall be deemed received upon telephonic verification of such receipt. 24. Counterpart Orijzinals7 Integration. This Agreement may be executed in multiple counterpart originals,each of which is deemed to be an original,but all of which taken together shall constitute one and the same instrument. This Agreement and the exhibits attached to this Agreement represent the entire understanding of the Parties and supersede all previous negotiations, letters of intent, memoranda of understanding or agreements between the Parties with respect to all or any part of the subject matter of this Agreement- 2& Severability. 1f any term,provision,covenant or condition contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of this Agrmment shall continue in full force and effect unless the rights and obligations of the Parties are materially altered or abridged by such invalidation,voiding or unenforceability. 26. No Waiver. Failure by a Party to insist on any one occasion upon strict compliance with any of the terms,covenants or conditions of this Agreement shall not be deemed a waiver of such term,covenant or condition,nor shall any waiver or relinquishment of any rights or powers under this Agreement at any one time or more times be deemed a waiver or relinquishment of such right or power at any other time or times. 27. Time is of the Essence, Time is of the essence in the performance of the Parties' obligations under this Agreement. 28. Third Party Beneficiaries. The City shall be a third party beneficiary to this Agreement and shall have full right and power to enforce any provision of this Agreement on behalf of the Agency. Except for the City,there are no other third party beneficiaries of this Agreement,and no other party shall have the right to compel the City to enforce any provision of this Agreement against the Owner. 29. No Other_Representations or Warranties. Except as expressly set forth in this Agreement, no Party makes any representation or warranty material to this Agreement to any other Party. 30. Relationship of Parties. The Parties agree and intend that the Agency and the Owner are independent contracting entities and do not intend by this Agreement to create any partnership,joint venture,or similar business arrangement,relationship or association between them. 31. Survival of Agreement. All of the provisions of this Agreement shall be applicable to any dispute between the Parties arising from this Agreement,whether prior to or following expiration or termination of this Agreement,until any such dispute is finally and completely resolved between the Parties,either by written settlement,entry of a non-appealable judgment or expiration of all applicable limitations periods and all terms and conditions of this Agreement relating to dispute resolution and limitations on damages or remedies shall survive any expiration or termination of this Agreement. SIGNATURE PAGE TO FRONT AND REAR FACADE IMPROVEMENT,ALLEY IMPROVEMENT,GRANT OF EASEMENT AND COVENANT AGREEMENT [***INSERT NAME OF OWNER***[ SAN JACINTO REDEVELOPMENT AGENCY,a public body,corporate and politic, By: By:__ — [***INSERT NAME***] Executive Director Dated: Dated: By: ATTEST: [***INSERT NAME***] Dated: By: Agenev Secretary APPROVED AS TO LEGAL FORM: BEST BEST&KRIFGER LLP By: Agency General Counsel [SIGNATURES MUST BE NOTARIZED] Exhibit"A" Legal Description of Property ]insert] Exhibit A ON TAR]U'KI I L FO R lM 093 53 Exhibit"R" General Description of Facade Improvements [insert] Exhibit B ONTARIO\R f ILFORD1309353 ALL-PURPOSE ACKNOWLEDGMENT FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF On before me, Dale Name Md TLLIe Of Officer(eg.Vane Oce,NOary Puelk9 personally appeared Nane[a;M Sgnei(sl who proved to me on the basis of satisfactory evidence to be the persons) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures) on the instrument the person(s), or the entity upon behalf of which the persons)acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Plarc Notary Sea I Above Signature of Notary Public OPTIONAL Though the information betow is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this Form to another document CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ Individual ❑ Corporate Officer Tide(s) Title or Type of Docunent ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney-In-Fact Number Of Pages ❑ Trustee(s) 0 Guardian/Conservator ❑ Other: Date Of Document Signer is representing: Name Of Pemon(s)Or Enlilylies) Signer(s)Other Than Named Above ONTARW1RTILFORU6NY 53 FORM 2 SUBORDINATION AGREEMENT(IF APPLICABLE) RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: San Jacinto Redevelopment Agency 595 S.San Jacinto Ave. San Jacinto,CA 92583 ATTN: Executive Director [Note that this Agreement does not need to be recorded if it is a tenant subordination and the lease is not a recorded document] SPACE ABOVE THIS LANE FOR RECORDER'S USE EXEMPT FROM RECORDING PEES PURSUANT TO GOV.CODE§27383 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this "Agreement") is dated as of [***INSERT DATE***], 2010, and is entered into by and amongst the SAN JACINTO REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), [***INSERT PARTY NAME, e.g., John Smith Corp.***], a [***INSERT 'TYPE OF BUSINESS ENTITY, e.g. a California corporation***] ("Tenant"for,where applicable,the"Security Holder"]),and[***INSERT PARTY NAME,e.g.,John Smith Corp.***], a [***INSERT TYPE OF BUSINESS ENTITY, e.g. a California corporation***] ("Owner"). Agency, Owner and Tenant for Security Holder] are sometimes individually referred to herein as "Party" and collectively as "Parties." The Agency, Owner and Tenant for Security Holder] enter into this Agreement with reference to the following recited facts(each a"Recital"); RECITALS [NOTE:Include Recital A,Recital B,or both,as applicable. if using both,delete definition of Property in Recital B.] A. The Owner and the"Tenant entered into that certain agreement,dated as of (the"Lease"),pursuant to which Tenant is using and/or occupying all or part of that certain real property located at San Jacinto, California, and legally described in the attached Exhibit"A" (the`Property");and D. The Owner and the Security Holder entered into that certain [mortgage, deed of trust or other applicable security] agreement(the"Security Agreement")dated as of pledging certain real property located at San Jacinto,California,and legally described in the attached Exhibit"A" (the "Property") as security for an obligation of the Owner to the Security Holder;and C. The Owner intends to enter into that certain Facade Improvement,Grant of Easement and Covenant Agreement (the"Facade Improvement Agreement"), dated as of , 2010, with the Agency and, as a condition of that Facade Improvement Agreement, the Owner must obtain the Tenant's [or Security Holder's] subordination of its interest in the Property to the Facade Improvement Agreement;and D. On the terms and conditions of this Subordination Agreement,the Owner and Tenant for Security Holder]desire to subordinate the Tenant's[or Security Holder's] interests in the Property to the Facade Improvement Agreement;and E. The improvements to the Property to be made pursuant to the terms of the Facade Improvement Agreement, with the Agency's assistance, will benefit the Property and Tenant's for Security's Holder's]interest in the Property. NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the Parties agree as follows: TERMS 1. Subordination. The Tenant's [or Security Holder's] interest in the Property, including, without limitation, the Lease [Rental Agreement or Security Interest] shall be subject to and subordinate to the Facade Improvement Agreement and any modifications and/or extensions of the Facade Improvement Agreement. 2. Modification. This Subordination Agreement may not be modified other than by an agreement in writing signed by both the Agency, the Owner and the Tenant [or Security Holder] or by their respective successors or assigns. 3. Notices. a. Any notice required or permitted under this Subordination Agreement shall be sent or delivered to the following address for each Party,respectively: To Agency: San Jacinto Redevelopment Agency 595 S.San Jacinto Ave. San Jacinto,CA 92583 Attention: Executive Director To Tenant: [or Security Holder] To Owner: b. Any Party may change its address by giving written notice of that change by certified mail to the other Parties. 4. Consent to Enter into Agreement The Owner and Tenant [or Security Holder] each consent to the entry into this Subordination Agreement by each other. 5. Successors. This Subordination Agreement shall be binding on and inure to the benefit of each of the Parties and their respective heirs,successors,and assigns. 6. Counterparts. This Subordination Agreement may be executed in one or more counterparts,each of which shall be considered act original, but all of which together shall constitute one and the same instrument. 7. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California. The Parties acknowledge and agree that this Subordination Agreement is centered into and is to be entirely performed in the City of San Jacinto, California. Venue shall be in Riverside County. 8. Scvcrability. If any term,provision or portion of this Subordination Agreement or the application thereof to any person or circumstance shall,to any extent,be invalid or unenforceable,the remainder of this Subordination Agreement, or the application of such term or provision or portion thereof to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby,and each such term and provision of this Subordination Agreement shall be valid and enforceable to the fullest extent permitted by law. 9. No Intent to Create Third Party Beneficiaries. The Parties intend that the rights and obligations under this Subordination Agreement shall benefit and burden only the Parties to this Subordination Agreement,and do not intend to create any rights in,or right of action to or for the use or benefit of any third party, including any governmental agency, who is not one of the Parties to this Subordination Agreement,except as expressly set forth in this Subordination Agreement. [Signatures on Following Pagel SIGNATURE PAGE TO SUBORDINATION AGREEMENT [***INSERT NAME OF OWNER***] SAN JACINTO REDEVELOPMENT AGENCY,a public body,corporate and politic, By:_ _ By- [***INSERT NAME***] Executive Director Dated: Dated: [***INSERT NAME OF TENANT OR ATTEST: SECURITY HOLDER***] By: Agency Secretary By: [***INSERT NAME***] Dated: APPROVED AS TO LEGAL FORM: BEST BEST&KRIEGER LLP By: Agency General Counsel Exhibit"A" Legal Description of the Property [to be inscrted] ALL-PURPOSE ACKNOWLEDGMENT FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF On before me, Gate Name And THIe Or Officer(e.g'Jars Doe.Nmary PUMIc") personally appeared Names)of Signv(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Platt NDrary Seal Above Signature a Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ Individual ❑ Corporate Officer TiUe(s) TiUe or Type of Document Cl Partner(s) ❑ Limited ❑ General ❑ Attorney-In-Fact Number Of Pages ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other Date Of Document Signer is representing: Name Of Person(s)Or Entity(es) Signer(s)Other Than Named Above Exhibit"B" Fagade Improvement, Grant of Easement and Covenant Agreement [ATTACHED BEHIND THIS PAGE] ONTARIOIRTILFOF0009757.2 Exhibit"B" RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: San Jacinto Redevelopment Agency 595 S.San Jacinto Ave. San Jacinto,CA 92583 ATTN: Executive Director SPACE ABOVE THIS LNE FOR RECORDER'S USF EXEMPT FROM RECORDING FEES PURSUANTTO GOV.CODE 127383 FRONT AND REAR FACADE IMPROVEMENT,ALLEY IMPROVEMENT,GRANT OF EASEMENT AND COVENANT AGREEMENT by and between the SAN JACINTO REDEVELOPMENT AGENCY, a public body, corporate and politic, and [***INSERT PARTY NAME,TYPE OF BUSINESS ENTITY,e.g.John Smith,Inc.***] a[***INSERT TYPE OF BUSINESS ENTITY,e.g.a California corporation***] [Dated [***INSERT MONTH***]_,2010 for reference purposes only] FRONT AND REAR FACADE IMPROVEMENT,ALLEY IMPROVEMENT GRANT OF EASEMENT AND COVENANT AGREEMENT THIS FACADE AND ALLEY IMPROVEMENT,GRANT OF EASEMENT AND COVENANT AGREEMENT(this"Agreement')is dated as of[***INSERT DATE***],2010,for reference purposes only, and is entered into by and between the SAN JACINTO REDEVET.OPMENT AGENCY, a public body,corporate and politic("Agency"),and [***INSERT PARTY NAME,e.g.,John Smith Corp.***],a [***INSERT TYPE OF BUSINESS ENTITY, e.g. a California corporation***] ("Owner"). The Agency and the Owner are sometimes individually referred to herein as "Party" and collectively as "Parties." The Agency and the Owner enter into this Agreement with reference to the following recited facts(each a"Recital"): RECITALS A. The Owner is the owner in fee title to that certain real property located in the City of San Jacinto, County of Riverside, State of California, more particularly described in Exhibit A attached hereto and incorporated herein by this reference("Property");and B. The Agency is a redevelopment agency duly created, established and authorized to transact business and exercise its powers pursuant to the provisions of the California Community Redevelopment Law(Health&Safety Code Sections 33000 et seq.)("CRL");and C. On June 28, 1983, the City of San Jacinto ("City") and the Agency adopted by Ordinance No. 754 a redevelopment plan for the San Jacinto Redevelopment Project Area ("Project Area"),as subsequently amended;and D. The redevelopment plan for the Project Area("Redevelopment Plan") was adopted in order to eliminate blight and revitalize the substandard physical and economic conditions that exist within the Project Area;and E. The Agency's Governing Board has approved a Facade Improvement Program ("Program")as part of an overall strategy to improve the quality of life and stimulate economic growth in the downtown area of the City;and F. Under the Program,the Agency desires to construct,rehabilitate and/or repair the facades of commercial buildings, as well as adjacent alleys, for the purpose of improving the physical environment, stimulating private investment,reducing urban blight and complementing other community revitalization efforts;and G_ The Owner has indicated his/her desire to participate in the Program and the Agency has determined that the Owner meets the eligibility criteria for the Program:and H. Since the Owner meets the eligibility criteria for the Program, the Agency desires to construct those exterior facade improvements, at no cost to the property owner, to be located on the Property ("Facade Improvements"), which are more generally described in Exhibit B attached hereto and incorporated herein by this reference;and 1. The Agency and Owner desire to enter into this Agreement to effectuate the goals of both the Program and the Redevelopment Plan on the terms and conditions set forth in this Agreement. ONTARIU RTI LFO R W 093 53 TERMS NOW, THEREFORE, in consideration of the above Recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the Parties agree as follows: 1. Recitals True and Correct. The Recitals set forth above are true and correct and are incorporated into this Agreement by this reference,as though fully set forth in this Agreement. 2. Effective Date. This Agreement shall not become binding on either Party,unless and until the first date on which all of the following occur,if at all(the"Effective Date"): (a) Signature and Delivery of Agreement by Owner. Three (3) originals of this Agreement are signed by the Owner or authorized representative(s) of the Owner and delivered to the Agency;and (b) Signature and Delivery of Agreement by Agency. Three (3) originals of this Agreement are signed by the authorized representative(s)of the Agency and delivered to the Owner. 3. Term of Agreement and Easements. Except as otherwise provided in this Agreement,the tern of this Agreement and the Easements granted pursuant to Section 5 below,shall commence on the Effective Date and shall automatically terminate upon the expiration date of the Redevelopment Plan on June 28, 2025,unless earlier terminated as provided herein. 4. Grantor's Representation. The Owner represents and warrants that it is the owner of fee title to the Property and has the legal right and power to grant the easement interest and other rights to the Agency provided for in this Agreement and to perform the obligations undertaken by the Owner in this Agreement. 5. Grant of Easement. Subject to the terms and upon the conditions set forth in this Agreement,the Owner hereby grants to the Agency the following irrevocable easements (collectively, hereafter the "Easements'n: 5.1 Right of Ingress/Egress. Nonexclusive pedestrian and vehicular rights of ingress to, egress from, and access across the Property for the purpose of allowing the Agency and its employees, contractors,subcontractors and agents to inspect,construct,repair and maintain,if necessary,the Facade Improvements and the Property in accordance with this Agreement. 5.2 Maintenance and Construction Easement. A maintenance and construction easement over the Property pursuant to which the Agency and its employees,contractors,subcontractors and agents may access the Facade Impmvclnmts for the purpose of inspection thereof, and for the purpose of repairing and/or maintaining the Property in accordance with this Agreement, with the right of reimbursement from the Owner in the event the Owner fails to maintain the Facade Improvements in accordance with the terms and conditions of this Agreement. 6. No Barriers. No wall,fence or barrier of any kind which impairs or impedes access to,or use of, any of the Easements shall be constructed or maintained on or adjacent to the Property without the Agency's prior consent, nor shall the Parties do anything which shall materially prevent, impair or discourage the use or exercise of any of the Easements or the free access and movement thereon. 7. Facade Improvements. 7.1 Agency Construction or Rehabilitation of Faqade Improvements.The Agency shall, at no cost to the Owner,design and construct the Faqade Improvements, in the Agency's sole discretion, as generally described in Exhibit B and as shall be more specifically described and detailed in the plans for the Faqade Improvement to be prepared by or on behalf of the Agency. The fagade improvements shall generally not exceed 18 inches in depth from the outside of the building fagadc. 7.2 Owner Approval of Faqade Improvements. The Owner acknowledges and agrees that the Agency shall have the right to construct the Facade Improvements in accordance with the plans to be designed by or on behalf of the Agency,and approved by the Agency and the City. 7.3 Owner Right to Terminate if the Agency Fails to Commence Faqade Improvements. If the Agency fails to commence its design of the Facade Improvements within two (2) years of the Effective Date of this Agreement, and to commence construction of the Faqade Improvements within a reasonable time thereafter, the Owner shall have the right to terminate this Agreement upon providing written notice to the Agency of the effective date thereof. Other than termination of the Easements and of this Agreement, the Owner shall have no other right or remedy against the Agency for its failure to commence design and construction of the Facade Improvements, 8. Maintenance Covenant. 8.1 The Owner, for itself, its successors and assigns, hereby covenants to the Agency that upon completion of the Faqade Improvements by the Agency, the Owner shall, at its sole cost and expense, maintain the Faqade Improvements and areas of the Property that are subject to public view (including all existing improvements, paving, walkways, landscaping, exterior signage and ornamentation) in good repair and a neat,clean and orderly condition, ordinary wear and tear excepted. In the event that at any time during the term of this Agreement,the Owner fails to maintain the Faqade Improvements or there is an occurrence of an adverse condition on any area of the Property that is subject to public view in contravention of the gcncral maintenance standards described above ("Maintenance Deficiency")then the Agency shall notify the Owner in writing of the Maintenance Deficiency and give the Owner thirty(30)days from the date of such notice to cure the Maintenance Deficiency as identified in the notice. If the Owner fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within thirty(30)days of its receipt of the notice of the Maintenance Deficiency,the Agency shall have the right,but not the obligation,to enter the Property and perform all acts necessary to cure the Maintenance Deficiency,or to take any other action at law or in equity that may then be available to the Agency to accomplish the abatement of the Maintenance Deficiency. .Any sum expended by the Agency for the abatement of the Maintenance Deficiency on the Property as authorized by this Section 8.1 shall become a lien on the Property. If the amount of the lien is not paid within thirty (30) days following written demand for payment from the Agency to the Owner, the Agency shall have the right to enforce the lien in the manner provided in Section 8.4. 8,2 Graffiti,as this term is defined in California Government Code Section 38772,that has been applied to any exterior surface of a structure or improvement on the Property that is visible from any public right-of-way adjacent or contiguous to the Property, shall be removed by the Owner by either painting over the evidence of such vandalism with a paint that has been color-matched to the surface on which the paint is applied,or graffiti may be removed with solvents, detergents or water, as appropriate. If any such graffiti is not removed within three(3)business days following the time of the discovery of the graffiti,the Agency shall have the right to enter the Property and remove the graffiti,without notice. 8.3 The Owner,for itself,its successors and assigns,hereby covenants and agrees to comply with the requirements,prohibitions and guidelines of Article 10A("Downtown Design Guidelines and Facade Rehabilitation Concepts") and Article 16 ("Sign Regulations") of the San Jacinto Zoning Code,as amended from time to time. Nothing within this Section 8.3 shall be deemed to limit the City's ability to enforce the Downtown Design Guidelines and Facade Rehabilitation Concepts or Sign Regulations nor shall this section be interpreted to preclude the Owner's compliance with the same. 9.4 The parties hereto further mutually understand and agree that the rights conferred upon the Agency under this Section 8 expressly includes the Agency's power to establish and enforce a lien or other encumbrance against the Property in the manner provided under Civil Code Sections 2924,2924b and 2924c in the amount as reasonably necessary to restore the Facadc Improvements and the Property to the maintenance standard required under this Section 8,including attorneys'fees and costs of the Agency associated with the abatement of the Maintenance Deficiency or removal of graffiti and the collection of the costs of the Agency in connection with such action. For the purposes of the preceding sentence the words"reasonable attorneys' fees and costs of the Agency"mean and refer to the salaries, benefits and costs of the Agency General Counsel and the lawyers employed in the office of the Agency General Counsel. Nothing in this Section 8 shall be deemed to preclude the Owner from making any alteration, addition, or other change to any structure or improvement or landscaping on the Property,provided that such changes are in compliance with the City's zoning and development regulations and other applicable laws. 9. Agency Not Obligated to Maintain the Facade Improvements or the Property. Following completion of construction of the Facade Improvements by the Agency,the Agency and its successors and assigns shall have no obligation to maintain or repair any portion of the Property,including,without limitation,the Facade Improvements,by virtue of this Agreement. The Owner shall be solely responsible for any and all liabilities arising out of its failure to maintain the Property and the Facade Improvements. 10. Restoration of the Property. Fallowing any entry upon the Property by the Agency under the terms of this Agreement, the Agency shall restore any portion of the Property adversely physically affected by such entry to a condition as reasonably close as possible to the condition as it existed immediately prior to such entry. All such restoration work shall be completed by the Agency, its successors or assigns,in a good and workmanlike manner,with reasonable diligence. It. Owner Covenant to Refrain from Discrimination. The Owner covenants and agrees for itself,its successors, its assigns and every successor-in-interest to the Property or any portion thereof, that (here shall be no discrimination against or segregation of any person, or group of persons,on account of sex, marital status,race,color,religion,creed,national origin or ancestry in the sale, lease,sublease,transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Owner, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number,use or occupancy of tenants,lessees,sub-tenants, sub- lessees or vendees of the Property. The Owner acknowledges and agrees for itself, its successors, its assigns and every successor-in-interest to the Property or any portion thereof that Community Redevelopment Law (Cal. Health and Safety Code §§ 33000 et. seq.) establishes certain policies, covenants, provisions and obligations related to the redevelopment of property and the inclusion of certain non-discrimination and non-segregation covenants, provisions and obligations within deeds, leases, and contracts ("Non-discrimination Covenants"). To the extent that these Non-discrimination Covenants, as may be amended from time to time, are applicable to this Property as a result of this Agreement,the Owner covenants and agrees for itself,its successors, its assigns and every successor-in- interest to the Property or any portion thereof that these Non-discrimination Covenants shall be complied with to the full extent of the law. The covenant of this Section I I shall run with the land of the Properly in perpetuity. 12. Covenant Runuhie With the Land Binding on Successors. The Easements created hereby and each term, condition and covenant contained in this Agreement constitutes a covenant running with the land and shall more to the benefit of and be binding upon the Agency, the Owner and their respective successors and assigns, including, without limitation, all subsequent owners of the Property burdened hereby or any portion thereof or interest therein. Any person accepting a deed or other instrument conveying, granting or assigning the Property,or any interest therein,or any part thereof affected by this Agreement, shall take title subject to this Agreement, and during the period of ownership, such person shall be deemed to have assumed all of the applicable obligations imposed hereby with regard to such property regardless of whether this Agreement is mentioned in such deed or other instrument. It is the intent of the Parties that the Easements granted hereby and all covenants,conditions and agreements set forth herein shall be"covenants running with the land"binding upon the Property. Whenever a reference in this Agreement is made to the Agency or the Owner such reference shall be deemed to also mean a reference to the successors in interest of each of the aforementioned party(or parties)as applicable,as if in every case so expressed. 11 Not a Public Dedication. it is the intention of both the Owner and the Agency that this Agreement shall be strictly limited to the purposes expressed in this Agreement and that nothing in this Agreement shall be deemed to be a gift or dedication of any portion of the Property to the general public or for the general welfare for any specific purpose. 14. Indemnification. 14.1 The Agency agrees to indemnify, defend, and hold harmless the (honer, its officers, directors, employees and agents (individually, an "Owner Indemnitee" and collectively,the"Owner Indemnitees")from and against any and all third party suits,demands, claims, causes of action, losses, liabilities, penalties, charges, costs and expenses, including reasonable investigation costs, attomeys' fees and disbursements, and fees of consultants and expert witnesses(collectively, a"Third Party Claim")that may be imposed on, incurred by or asserted against the Owner Indemnitees by reason of, on account of or in connection with any negligence, willful misconduct or failure to act (when obligated to do so) by the Agency, its agents, contractors or employees relating to this Agreement or the use of the Property by the Agency,its employees or agent-,pursuant to this Agreement. 14.2 The Owner agrees to indemnify, defend, and hold harmless the Agency, its elected officials, officers, directors, employees, attorneys and agents (individually, an "Agency Indemnitee" and collectively, the "Agency Indemnitees") from and against any and all Third Party Claims that may be imposed on,incurred by or asserted against the Agency Indemnitees by reason of on account of or in connection with any negligence, willful misconduct or failure to act(when obligated to do so)by the Owner, its agents, contractors or employees relating to this Agreement or any condition of the Property, including the Fagade Improvements, except any condition existing on the Property due to use of said Property by the Agency, its employees or agents pursuant to its rights herein. 14.3 The indemnity and defense obligations of the Agency and the Owner under this Agreement shall not be affected by the absence or unavailability of insurance covering the same or by failure or refusal by any insurance carrier to perform any obligation on its part under any such policy of insurance. If an Owner Indemnitee or an Agency Indemnitee (each an "Indemnitee") is entitled to defense or indemnification under this Agreement (each, an "Indemnification Claim"), the Agency or the Owner, as applicable (the"Indemnitor"), shall not be obligated to defend, indemnify or hold harmless Indemnitee, unless and until Indemnitee provides written notice to Inderrnitor, promptly after such Indemmitee has actual knowledge of the facts or circumstances of the Third Party Claim on which such Indemnification Claim is based,describing in reasonable detail such facts and circumstances of the Third Party Claim with respect to such Indemnification Claim and a request for such indemnity and/or defense (the "Indemnification Claim Notice"). Indemnitee shall not be entitled to indemnification or defense to the extent Indemnitee's failure to notify or delay notifying Indemniter materially prejudices lndemnitor's ability to defend against any Third Party Claim on which such Indemnification Claim is based, or materially increases the amount of damages, losses, costs or fees incurred with respect to such Third Party Claim, 15, Subordination. If the Property is subject to a lease or encumbered by a lien as security for a debt, other than governmental taxes or assessments,or subject to any other interest,prior to or concurrent with entering into this Agreement,the Owner shall cause each holder of an interest in the Property to execute a "Subordination Agreement"in the form provided by the Agency. 16. Events of Default; Remedies. Notwithstanding Section 8 above, an event of default under this Agreement shall occur if either Party fails to comply with any of the covenants or obligations hereunder and does not cure such failure within thirty(30)days after receipt of written notice thereof(or fails to commence to cure such default within such thirty-day period and thereafter fails to proceed with due diligence to cure such default.) Upon the occurrence of an event of default hereunder, the Parties may pursue all remedies at law or in equity, expressly including the remedy or specific performance of this Agreement. 17. Breach Shall Not Permit Termination. Except as specifically set forth in Section 7.1 of this Agreement, no breach of any provision of this Agreement shall entitle the Owner, its successors or assigns, to cancel, rescind, or otherwise terminate any easement, restriction, covenant, or access right granted or provided in this Agreement. This Section 17 shall not affect any rights or remedies, except termination,that any person may have by reason of any breach of any provision of this Agreement. 18. Agency Contract Administration. The Executive Director shall administer this Agreement on behalf of the Agency. The Executive Director may designate any member or members of the Agency staff to carry out such responsibilities. Except as otherwise expressly provided in this Agreement, the Executive Director has the authority to approve or consent to those matters in this Agreement requiring the Agency's approval or consent and to make all other decisions on behalf of the Agency, subject to the Executive Director's retained and reserved sole and absolute discretion to seek Agency Board approval of any such matter. 19. Governing Law,Jurisdiction,Venue. This Agreement shall be deemed to have been made in the State of California,and the validity of this Agreement, its construction,interpretation, and enforcement, and the Parties' rights hereunder and concerning the Property, shall be decided under,governed by, and construed in accordance with the laws of the State of California. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in the County of Riverside, State of California, or the United States District Court with jurisdiction in the County of Riverside,State of California. The Owner waives any right the Owner may have to assert the doctrine of forum non conveniens or to object to such venue. 20. Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties under this Agreement are cumulative and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times,of any other rights or remedies for the same default or any other default by another Party. 21. No Effect on Agency's Authority. Nothing in this Agreement shall limit or restrict the authority of the Agency Board to take any other actions with respect to the Project or Property or the Owner without notice to or consent from the Owner, except as may otherwise be expressly provided by applicable Law. TTie approval of this Agreement by the Agency shall not be binding on the Agency Board, or any other commission, committee, board or body of the Agency regarding any Approvals regarding the Property or Project required by such bodies. No action by the Agency with reference to this Agreement or any related documents shall be deemed to constitute issuance or waiver of any required Agency Approval regarding the Property or Project. 22, Non-liability of Agency Officials and Em to ees. No elected official, officer, contractor, consultant, attorney, employee or agent of the Agency shall be personally liable to the Owner, any voluntary or involuntary successor or assign of the Owner, or any tender or other person holding an interest in Owner, in the event of any default or breach of this Agreement by the Agency, or for any amount that may be or become due to the Owner or its successors or assigns under this Agreement,or on any obligations arising under this Agreement. No shareholder, member, partner, principal, officer, attorney, employee or agent of the Owner shall be personally liable to the Agency, any voluntary or involuntary successor or assign of the Agency,in the event of any default or breach of this Agreement by the Owner,or for any amount that may be or become due to the Agency or its successors or assigns under this Agreement,or on any obligations arising under this Agreement. 23. Notices,Demands and Communications Between the Parties. 23.1 Formal notices,demands and communications between the Agency and the Owner shall be deemed sufficiently given if: (i)dispatched by registered or certified mail via the United States Postal Service, postage prepaid, return receipt requested, as designated in this section; or (ii) by messenger service for immediate personal delivery;or(iii)by electronic transmittal,including fax transmissions with telephonic verification receipt. Such written notices, demands and communications may be sent in the same manner to such other addresses as either Party may from time to time designate by written notice to the other Party. 23.2 All notices,demands and communications shall be sent,as follows: TO AGENCY: TO OWNER: San Jacinto Redevelopment Agency [***INSERT NAME OF OWNER***] 595 S.San Jacinto Ave. [***INSERT ADDRESS***] San Jacinto,CA 92583 [***INSERT CITY, STATE, POSTAL Attention: Executive Director CODE***] Attention: [***INSERT NAME***] Copy to: Copy to. Best Best&Krieger LLP [***INSERT NAME OF LAW FIRM 3500 Porsche Way OR OTHER APPLICABLE PARTY***] Suite 200 [***INSERT ADDRESS***] Ontario,CA 91764 [***INSERT CITY, STATE, POSIAL Attention: Agency General Counsel CODE***] Attention: [***INSERT NAME***] 23.3 Notices that are dispatched by registered or certified mail through the United States Postal Service shall be deemed to be received, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt,five(5)calendar days after deposit with the United States Postal Service. Notices that are dispatched by messenger for immediate personal delivery services shall be deemed received upon the day dispatched. Notices dispatched by express delivery services shall be deemed received upon execution of the delivery receipt by the Party receiving such notices. Notices dispatched through electronic transmittals shall be deemed received upon telephonic verification of such receipt. 24. Counterpart Originals: Integration. This Agreement may be executed in multiple counterpart originals,each of which is deemed to be an original,but all of which taken together shall constitute one and the same instrument. This Agreement and the exhibits attached to this Agreement represent the entire understanding of the Parties and supersede all previous negotiations, letters of intent, memoranda of understanding or agreements between the Parties with respect to all or any part of the subject matter of this Agreement. 25. Sevembility. If any term,provision,covenant or condition contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable,the remainder of this Agreement shall continue in full force and effect unless the rights and obligations of the Parties are materially altered or abridged by such invalidation,voiding or unenforceability. 26. No Waiver. Failure by a Party to insist on any one occasion upon strict compliance with any of the terms,covenants or conditions of this Agreement shall not be deemed a waiver of such term,covenant or condition,nor shall any waiver or relinquishment of any rights or powers under this Agreement at any one time or more times be deemed a waiver or relinquishment of such right or power at any other time or times. 27. Time is of the Essence. Time is of the essence in the performance of the Parties' obligations under this Agreement. 28. Third Party Beneficiaries. The City shall be a third party beneficiary to this Agreement and shall have full right and power to enforce any provision of this Agreement on behalf of the Agency. Except for the City,there are no other third party beneficiaries of this Agreement,and no other party shall have the right to compel the City to enforce any provision of this Agreement against the Owner. 29. No Other Representations or Warranties. Except as expressly set forth in this Agreement, no Party makes any representation or warranty material to this Agreement to any other Party. 30. Relationship of Parties. The Parties agree and intend that the Agency and the Owner are independent contracting entities and do not intend by this Agreement to create any partnership, joint venture,or.similar business arrangement,relationship or association between them. 31. Survival of Aexeernent. All of the provisions of this Agreement shall be applicable to any dispute between the Parties arising from this Agreement,whether prior to or fallowing expiration or termination of this Agreement,until any such dispute is finally and completely resolved between the Parties,either by written settlement, entry of a non-appealable judgment or expiration of all applicable limitations periods and all terms and conditions of this Agreement relating to dispute resolution and limitations on damages or remedies shall survive any expiration or termination of this Agreement. SIGNATURE PAGE TO FRONT AND REAR FACADE IMPROVEMENT,ALLEY IMPROVEMENT,GRANT OF EASEMENT AND COVENANT AGREEMENT [***INSERT NAME OF OWNER***] SAN JACINTO REDEVELOPMENT AGENCY,a public body,corporate and politic, By: By: [***TNSERT NAME***] Executive Director Dated: Dated: By: ATTEST: [***INSERT NAME***] Dated: By: Agency Secretary APPROVED AS TO LEGAL FORM: BEST BEST&KRIEGER LLP By: Agency General Counsel [SIGNATURES MUST BE NOTARIZED] Exhibit"A" Legal Description of Property [insert[ Exhibit A ONTARIOIRTI LFORO\309353 Exhibit`B" General Description of Fagade Improvements [insert[ Exhibit B ONTARIO\RTI LPORD,309353 ALL-PURPOSE ACKNOWLEDGMENT FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF On before me, Oate Name Ara Tine Of Office le 9-'Jane Doe.Ndary Pubrm') personally appeared Name(s)of 31gneHs! who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that helshelthey executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. P ace Nofery seal A we Signature of Notary Public OPTIONAL Though the Information below is not required by law,It may prove valuable to persons relying an the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ Individual ❑ Corporate Officer Titles) Title or Type of Document ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney-In-Fact Number Of Pages ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Date Of Document Signer is representing: Name Of personis)Or Entity(ies) Signer(s)Other Than Named Above ONTARIO',RTI LFORDt309373 FORM 2 SUBORDINATION AGREEMENT(IF APPLICABLE)